f8k121409ex10i_iconic.htm


    Exhibit
10.1

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B)
AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.  ANY
TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS
NOTE.  THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN
THE AMOUNTS SET FORTH ON THE FACE HEREOF.

     

    ICONIC
BRANDS, INC.

     

    12%
PROMISSORY NOTE

     

    (non-negotiable)

     

    
       

      
        	 $100,000 	 December __,
      2009


      

       

    

     

    FOR VALUE
RECEIVED, ICONIC BRANDS, INC., a Nevada corporation (the “Company”), promises
to pay to Double U Master Fund, L.P. (the “Holder”), the
principal amount of One Hundred Thousand Dollars and no cents ($100,000.00), or
such lesser amount as shall equal the outstanding principal amount hereof,
together with simple interest from the date of this Note on the unpaid principal
balance at a rate equal to twelve (12%) percent per annum, computed on the basis
of the actual number of days elapsed and a year of 365 days. All unpaid
principal, together with any then accrued but unpaid interest and any other
amounts payable hereunder, shall be due and payable on January __, 2010 (the
“Maturity
Date”).

     

    The
following is a statement of the rights of the Holder of this Note and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

     

    1. Event of
Default.

     

    (a) For
purposes of this Note, an “Event of Default”
means:

     

    (i) the
Company shall default in the payment of interest and/or principal on this Note;
or

     

    (ii) the
Company shall fail to materially perform any covenant, term, provision,
condition, agreement or obligation of the Company under this Note (other than
for non-payment) and such failure shall continue uncured for a period of ten
(10) business days after notice from the Holder of such failure; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) the
Company shall (1) become insolvent; (2) admit in writing its inability to pay
its debts generally as they mature; (3) make an assignment for the benefit of
creditors or commence proceedings for its dissolution; or (4) apply for or
consent to the appointment of a trustee, liquidator or receiver for it or for a
substantial part of its property or business; or

     

    (iv) a
trustee, liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent and shall not
be discharged within thirty (30) days after such appointment; or

     

    (v) any
governmental agency or any court of competent jurisdiction at the insistence of
any governmental agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Company and shall not be
dismissed within thirty (30) days thereafter; or

     

    (vi) the
Company shall sell or otherwise transfer all or substantially all of its assets;
or

     

    (vii) bankruptcy,
reorganization, insolvency or liquidation proceedings or other proceedings, or
relief under any bankruptcy law or any law for the relief of debt shall be
instituted by or against the Company and, if instituted against the Company
shall not be dismissed within thirty (30) days after such institution, or the
Company shall by any action or answer approve of, consent to, or acquiesce in
any such proceedings or admit to any material allegations of, or default in
answering a petition filed in any such proceeding; or

     

    (viii) the
Company or any of its subsidiaries that are a party thereto breaches any
covenant or other term or condition of the Security Agreement (as defined below)
(after giving effect to any grace period set forth in such Security Agreement
relating to any such breach); or

     

    (ix) any lien
created by the Security Agreement shall at any time fail to constitute a valid
first priority perfected lien on all of the collateral purported to be secured
thereby; or

     

    (x) the
Company shall be in material default of any of its indebtedness that gives the
holder thereof the right to accelerate such indebtedness; or

     

    (b) Upon the
occurrence of an Event of Default, the entire indebtedness with accrued interest
thereon due under this Note shall, at the option of the Holder, be immediately
due and payable without notice.  Failure to exercise such option shall
not constitute a waiver of the right to exercise the same in the event of any
subsequent Event of Default.

     

    2. Prepayment.  The
Company may prepay this Note at any time, in whole or in part, provided any such
prepayment will be applied first to the payment of expenses due under this Note,
second to interest accrued on this Note and third, if the amount of prepayment
exceeds the amount of all such expenses and accrued interest, to the payment of
principal of this Note.

     

    
      
         

      

      
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    3. Miscellaneous.

     

    (a) Reset of
Warrant.  As further consideration for this loan by the Holder,
the Company hereby agrees to amend Section 2.2 of the Warrant issued to the
Holder on August 19, 2009 for the option to purchase 1,000,000 shares to
provide:

     

            2.2           Exercise
Price.  The exercise price per share of the Common Stock under
this Warrant shall be one penny ($0.01), subject to adjustment hereunder (the
“Exercise
Price”).

     

    (b) Loss, Theft, Destruction or
Mutilation of Note.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Note and, in the case of loss, theft or destruction, delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Note, the
Company shall execute and deliver, in lieu of this Note, a new note executed in
the same manner as this Note, in the same principal amount as the unpaid
principal amount of this Note and dated the date to which interest shall have
been paid on this Note or, if no interest shall have yet been so paid, dated the
date of this Note.

     

    (c) Payment.  All
payments under this Note shall be made in lawful tender of the United
States.

     

    (d) Waivers.  The
Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this instrument.

     

    (e) Usury.  In
the event that any interest paid on this Note is deemed to be in excess of the
then legal maximum rate, then that portion of the interest payment representing
an amount in excess of the then legal maximum rate shall be deemed a payment of
principal and applied against the principal of this Note.

     

    (f) Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified only by an instrument in writing signed by the party against which
enforcement of the same is sought

     

    (g) Notices.  Any
notice or other communication required or permitted to be given hereunder shall
be in writing sent by mail, facsimile with printed confirmation, nationally
recognized overnight carrier or personal delivery and shall be effective upon
actual receipt of such notice, to the following addresses until notice is
received that any such address or contact information has been
changed:

     

    
      
         

      

      
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    To the
Company:

     

    Iconic
Brands, Inc.

    Attn:
Richard DeCicco, Chairman and CEO

    1174
Route 109

    Lindenhurst,
New York 11757

    (631)
991-3174

     

    To
Holder:

     

    Double U
Master Fund, L.P.

    [insert
address]

    


    (h) Expenses; Attorneys’
Fees.  If action is instituted to enforce or collect this Note,
the Company promises to pay all reasonable costs and expenses, including,
without limitation, reasonable attorneys’ fees and costs, incurred by the Holder
in connection with such action.

     

    (i) Successors and
Assigns.  This Note may not be assigned or transferred by the
Holder without the prior written consent of the Company.  Subject to
the preceding sentence, the rights and obligations of the Company and the Holder
of this Note shall be binding upon and benefit the successors, permitted
assigns, heirs, administrators and permitted transferees of the
parties.

     

    (j) Governing Law;
Jurisdiction.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE SUPREME COURT OF
THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OVER ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.  EACH PARTY
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ANY
OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL
JUDGMENT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE
CONCLUSIVE AND BINDING UPON EACH PARTY DULY SERVED WITH PROCESS THEREIN AND MAY
BE ENFORCED IN THE COURTS OF THE JURISDICTION OF WHICH EITHER PARTY OR ANY OF
THEIR PROPERTY IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT.

     

    


     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
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    [SIGNATURE
PAGE TO PROMISSORY NOTE]

     

    


     

    IN
WITNESS WHEREOF, the Company has caused this Note to be executed as of the date
first above written by its duly authorized officer.

     

     

    ICONIC
BRANDS, INC.

    
    

     

    
      	 	      
              By:                                                                

            
	 	      
              Name:

            
	 	Title:
      Chief Executive Officer


    

     

     

     

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